


the truth shall set you free

by theicebluelineofinsanity



Category: Orange is the New Black
Genre: Alternate Universe - Canon Divergence, Ambiguous Everything, Angst, Begging, Dom/sub, F/F, Heavy Angst, Implied/Referenced Self-Harm, Inmate/Guard relationship, Making someone beg, Mental Health Issues, Plot What Plot/Porn Without Plot, Possible mindfuck, Possible unhealthy relationship, Power Issues, Rare Pairings, Touch-Starved, Weeping during sex, angsty sex, possible consent issues, touch starvation
Language: English
Status: Completed
Published: 2020-05-15
Updated: 2020-05-15
Packaged: 2021-03-03 02:35:09
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 1
Words: 12,954
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/24197566
Author URL: https://archiveofourown.org/users/theicebluelineofinsanity/pseuds/theicebluelineofinsanity
Summary: “And I think you're lonely enough to be desperate for anything. Even for me.”In which McCullough is lonely, and Carol takes advantage, and this fic is messed up but I wrote the damn thing so here it is.
Relationships: Carol Denning/Artesian McCullough
Comments: 15
Kudos: 33





	the truth shall set you free

**Author's Note:**

> This fic takes place in some kind of **Season 7 Alternative Universe** , in which Carol survived the fight between her and Barb, and McCullough decided to turn to Hellman in for his drug smuggling - because really, she was on a razor's edge there and I like to think that she might just as well have fallen on this side.
> 
> If you've read my fic 'wrong', please be advised that this one is a somewhat different creature. It's a different dynamic, and a slightly different incarnation of Carol's character, if that makes sense - this one is more... predatory, I guess. 
> 
> The tags are there to give you some kind of idea of what to expect, so, you know, tread carefully. 
> 
> (I also use the word 'fuck' a lot more here than in 'wrong', in case that's a deal breaker.)

*

McCullough is strangely nervous about having to search Carol Denning's cell.

Stupid, of course. She's fully aware of Carol's position in this prison, but that doesn't mean the guards should treat her any differently from any other inmate.

Or does it? Absurdly, McCullough is not one hundred percent sure. She has worked in Litchfield Max for more than half a year, but she supposes the odd flutter in the bottom of her stomach is because of exactly that. Because of _not_ being sure. Up until now, Hellman has always taken it upon himself to search Carol's cell when they have been ordered to sweep the prison, and McCullough supposes there might have been any number of deals going on there, deals McCullough knows nothing about and really, really shouldn't have to worry about, either way. Hellman is gone, whatever deals he has been striking null and void - and possibly because it was McCullough who got him fired, her fellow C.O's have abandoned her at the end of the corridor, leaving Carol's cell to her.

Perhaps she should just... not. McCullough looks around the empty corridor, her so-called colleagues busy in other cells, so if she just declared Carol's cell clean without even going in there, she doesn't exactly think anyone would question her.

But that would be _stupid._ That would be ceding Carol some kind of power she is absolutely not supposed to have. This is prison, and Carol is an inmate like all the other inmates, and McCullough has absolutely nothing to feel nervous about. She has searched a hundred cells since she started this horrible job, there is nothing different about this one.

McCullough draws a deep breath, mustering whatever bravado there is left in her, and walks into Carol's cell.

But the moment she sees Carol sitting on her bed the bravado falls of her, replaced with a shiver of something McCullough does not even know what it is.

Because Carol is merely sitting on her bed, calmly reading a magazine, and lifting her head at McCullough's entering with a look of mild surprise, as if the sweep going though the prison cannot possibly have anything to do with _her_. Sitting on her bed, instead of standing against the wall like she is _supposed_ to.

_Damn._ No, McCullough refuses to be intimidated. She's a C.O, she's just doing her job, and Carol Denning is no different from any other inmate, in here. She's _not._

“Against the wall, inmate”, McCullough says and swallows, hoping that Carol doesn't hear how her voice almost breaks despite her best effort to sound brash.

And for a long, terrible moment, she thinks that Carol is going to refuse to comply with the order. Something twists in the bottom of her stomach, and she has time, during that long moment, to wonder what the hell she's going to even _do_ , if Carol simply refuses. File a shot? Send her to the SHU? Both alternatives seem vaguely hopeless, like there is nothing she can possibly do to establish any power whatsoever over Carol, no matter _what_ she does.

It makes her feel sick.

But then, Carol merely shrugs her shoulder a little, and excruciatingly slowly, she puts away the magazine, and gets up from her bed. She gets up from her bed, and walks across her cell, and leans her back against the wall, arms crossed over her chest and eyes fixed on McCullough.

_Not_ with her palms against the wall, her back turned, like she is supposed to.

McCullough swallows again, her heart beating in her throat. No. She's not going to push it – she knows she _should_ , but she also knows she _won't_. That it's not a battle she can possibly win.

“I'm going to have to search your cell” she says, and only hearing herself say it, she realizes that it almost sounds like a question. Like she is asking for Carol's _permission_ , when that is the _last_ thing she should be doing.

Carol lifts her shoulder again. “Go right ahead”, she says. “I have nothing to hide.”

It sounds like a challenge, and McCullough is suddenly all too aware of how little she _wants_ to search Carol's cell. How little she wants to _find_ anything, how little she wants to make any kind of decision about how to deal with it, if she does.

_Stupid._ This should be _simple._ Just search the damn cell, and if she finds any contraband, deal with it like she deals with any other contraband, in here. Maybe Carol is used to Hellman making exceptions for her, but there's no reason whatsoever for McCullough to do so.

She's _not_ Hellman, for God's sake.

So she walks up to Carol's bed, and she lifts the mattress, and she looks under it, and of course, there's nothing there. McCullough is strangely relieved. A surprising number of people in prison seem to still think of under their mattress as a particularly clever place to hide something, no matter _how_ many times they're proven wrong, but she didn't exactly expect Carol Denning to be one of them – at least not unless she really _is_ one hundred percent certain that no guard would ever call her out on any contraband she has, whatever hiding place she has nothing but a sham to keep up appearances.

But no. Nothing there. McCullough lets the mattress fall back on the bed, absurdly conscious of Carol's eyes following her every move. Carol has no right to watch her, of course – she has no right to stand there with her back to the wall, making McCullough feel self-conscious about even the way she lets Carol's mattress fall back on the bed, making her wonder whether Carol judges her way of doing it too soft, indicative of some weakness on her part – McCullough knows that most of the guards relish throwing everything around in the cells when they search them, leaving as much chaos in their wake as possible – or too harsh, seeing McCullough as exactly the intruder she feels like.

She feels even more like an intruder going through the pile of magazines on Carol's table, making sure there is nothing hidden between them, in them, feeling the blush starting to creep over her face as Carol watches her leaf through even the pile of empty candy-wrappers next to the magazines. No, McCullough doesn't want to be doing this, she feels it acutely like a sickness in the bottom of her stomach. She really, really doesn't.

She doesn't know how to stop and still keep up appearances, though, so the sick feeling just grows and grows as she lifts the mattress of the other bed in the cell, the unused one, the one that belongs to no-one. Carol doesn't even have a cell-mate. She has this cell – the one furthest down the corridor, arguably the best and most quiet one in the entire prison – all to herself. Exactly how she has managed to work out such a deal McCullough has no idea, but there it is, and McCullough doesn't even _try_ to be careful as she lifts the other mattress and looks under it, under the mattress and under the pillow and under the unused blanket, and damn it, no, this is enough, already – the sick feeling in McCullough's stomach has traveled all the way to her shoulders, to her neck, becoming a clenching, painful _tension_ there. A tension she has carried all too long and knows all to well – a feeling she knows will translate, later, to a faint migraine, to knots aching in her muscles when she tries to sleep, unable to find a position that is comfortable.

There's still lots of places in the cell to search, of course there is – McCullough grabs one of the bottles on the shelf at random, shaking it, listening for the tell-tale rattle of pills, but feels nothing but the liquid weight of the shampoo shifting inside the bottle and maybe she should look, she definitely _should_ look, but her entire body is aching with tension and she's had enough of this.

Besides, everyone knows that Carol doesn't do drugs. The prison is teeming with them, and of course, to imagine that the top dog doesn't have anything to do with that trade would be beyond naive, but Carol doesn't _do_ drugs, as far as McCullough knows she never _has_ , not even three decades ago when she got caught selling and was sentenced to another thirty years of prison on top of the twenty-five she was already serving for murder.

Damn it, there's lots of hiding places left in the cell, but McCullough is suddenly convinced that the cell is clean, that Carol was right, when she said she had nothing to hide. That if nothing else, Carol is too damn _smart_ to hide anything in her cell.

And besides, McCullough _has_ looked. She _has_ searched. If she declares herself done now, well, she can do so and still keep her pride.

Mostly.

And except, of course, for one thing.

“Clean”, McCullough says, the word sounding weaker, more like a defeat, than she intended. From the almost-smile ghosting across Carol's face, barely perceptible, McCullough knows that Carol knows it's a defeat, too. That Carol knows precisely how many places she has _not_ looked.

McCullough swallows. “Uhm”, she says. “I should pat you down, now.”

And she immediately regrets saying it. She should have fled this cell while she still could, even if that would have meant Carol laughing behind her back when she did. Because now that she has said that she should, that means that she will _have_ to – and something about the notion of coming any closer to Carol, of actually putting her _hands_ on Carol, makes something tighten in her chest.

“So why don't you?” Carol says.

_Damn it._ She's going to. Of course she's going to – there's no reason to hesitate. No reason to not just do her job - because that is what she has always done, no matter how she has felt about it, she learned long ago to shut down and do what she needs to do.

McCullough swallows.

She can do this. She can be professional about it, quick and dispassionate and gone somewhere far in her own head as her hands do their job, she can pat Carol down in a detached, careless way that will not let her find anything Carol cares even a little about hiding, and yet allows McCullough to keep some measure of dignity.

She _can._

And yet, when McCullough steps forwards, the tension in her shoulders knots and clenches and her heart hammers away far too quickly in her chest, as Carol just stands there. Just stands there, her back against the wall, arms crossed and not moving even when McCullough stops right in front of her.

She can do this, McCullough tells herself again. She c _an._

But not if Carol _looks_ at her. Not if Carol just _stands_ there, arms crossed and refusing to cooperate in just getting this _done_ and over with.

“You're going to have to turn around”, McCullough says, swallowing, the words sounding far less like an order than she would have liked.

“Am I?” Carol says, deceptively mildly, the merest suggestion of a smirk playing in the corner of her mouth.

Something twists in McCullough's chest, some combination of anger and hopelessness – some kind of knowledge that right here and now, she could pull out her baton and she could make Carol get down on the floor. She could make Carol get down on the floor and she could bring down the entire weight of the system invested in her awful C.O-uniform on Carol right here and now for just refusing to cooperate – she c _ould_ , and she probably _should,_ and the heaviness of the system would be enough to break even Carol, would take from her all her defiance and smug superiority and even all her basic dignity, and also –

Also, if McCullough _did_ , something would break in her, as well. Something on the edge of breaking even now, twisting painfully in her every tensed-up muscle, and she thinks _fuck it then_ , because she is going to let Carol win this one. She's going to let Carol win even though it makes her sick, she's going to pat Carol down just like this, face to face, and she lifts her hands to just _do_ it, to just get it over with, and Carol–

Carol unfolds her arms from across her chest. In that same precise moment when McCullough gives up and lifts her hands, Carol perhaps decides that she has pushed this to the exact limit where it is _enough_ , perhaps decides that she is going to turn around and comply, after all, because for whatever reason, right then, Carol unfolds her arms from across her chest –

– And her fingers brush the inside of McCullough's wrist.

It's just a brief, accidental touch – but it runs like fire through McCullough's every nerve. It steals the breath from her lungs and the strength from her legs, it rushes through her entire body in a terrible lightning-sharp spike striking right at her very core and she gasps, involuntarily - a sharp hiss of air between her teeth she cannot stop and can only hope against hope that Carol doesn't notice.

But of course Carol notices – her movement stills, and her hard eyes sharpen, focusing on McCullough in a way they haven't, yet, not until this precise moment. A way of looking that makes, simultaneously, McCullough's heart pound and her stomach queasy.

“Really?” Carol asks quietly, the word almost a threat despite its apparent soft-spokenness.

There is something in her eyes McCullough desperately doesn't want to be there – an understanding that seems to cut through every layer of defense McCullough has ever had, seems to pierce her to her very core, to see just how _pathetic_ McCullough is, reacting far too strongly to _nothing._

_Nothing_ but the sudden unexpected brush of fingertips against her skin, and McCullough wants to move – she wants to move and to pretend like nothing, she wants to continue whatever they were doing and she wants it to be over, this terrible charade of guard and inmate and her act of patting Carol down so she can finally get out of here - but she can't. She's frozen to the spot, the echo of Carol's fingers on her wrist still coursing through her veins, an acute overwhelming _embarrassment._

“Hm.” Carol grabs her wrist, not ungently - and McCullough really shouldn't let her, should pull her hand away but she _can't,_ even though Carol's fingers around her wrist are not forceful, almost inviting her to pull free.

And then, before McCullough even quite realizes exactly how that happened, Carol has advanced a step and McCullough has backed a step and their positions are suddenly reversed – suddenly, it's McCullough with her back against the wall, her heart pounding pounding pounding until she thinks she's about to throw up, and Carol in front of her.

Carol, with her fingers around McCullough's wrist, gently turning her arm around, exposing the sensitive skin.

Brushing her wrist with her thumb, again, deliberately this time, never looking away from McCullough's eyes and McCullough gasps again, she is absolutely helpless to stop it, all her defenses going to pieces from the warmth of Carol's fingers, from the _touch_ on her hungry, starved skin.

“That's how lonely you are, huh?” Carol says, still quietly.

And –

_No, no, no_ –

Carol is not allowed to _see_ that. To _know_ that.

_No one_ is allowed to see her hopeless aching loneliness - no one is allowed to see the constant, ever-present painful _untouched-ness_ of her skin, the biting monster in her every clenching muscle in every moment, the desperation for _anyone_ to touch her and the sick feeling in her stomach when someone does. –

_No one_ is allowed to see that – and Carol Denning fucking _least_ of all.

But Carol does see it. Carol looks right through her with her cold sharp eyes and McCullough feels like the lump in her throat is going to explode - she needs to get out of here, _away,_ but she can't bring herself to _move._

“No one has touched you in a long time, huh?” Carol says, still quietly, her thumb brushing over the thin, delicate skin on McCullough's wrist, her hard eyes fixed on McCullough's expression.

And Carol is not supposed to see that, to _know_ that, _no one_ is supposed to see that - but it's true.

Years. Fucking _years._

_Years,_ since anyone touched her in any way that felt _good,_ and _this_ , the light touch of Carol's fingers on her wrist in what is not – in what cannot _possibly_ be – anything but some sick grab for power, a way for Carol to establish power she is absolutely not supposed to have, is the last thing on earth that _should_ feel good but it does, it _does_ –

McCullough whimpers as Carol brushes her sleeve up, exposing her arm, running her fingertips over the sensitive skin on the inside of her arm, up, almost to the soft inside of her elbow, and McCullough shivers, she fucking _shivers_ –

“Why are you so lonely?” Carol asks, voice slightly harder, fingertips turning, brushing down the inside of McCullough's arm again, back to her wrist. “You're a guard in a prison. There's no need for you to be lonely. This place is full of girls who'd go down on you for a phone-call or a bottle of shampoo or even a cigarette. And you're... not unattractive. Some of them might not even mind.”

McCullough feels sick, acutely – because the worst part is that she _knows_ that. She knows that, every single fucking day she knows that, how easy it would be, how _easy_ it would be to assuage her beating pounding biting loneliness by something like that, every single fucking day she lets her eyes brush an inmate or another and she knows she could, she _could_ – And every single fucking day it makes her feel sick that she even _thinks_ about it, every single day she rips her eyes away and tells herself _no, no, no,_ and dreads the day when her desperation will become too much, when her desperation will become so intense and overbearing that she will no longer remember why she ever hesitated –

She gasps again, Carol's fingers brushing her starved aching skin, and tears sting at her eyes. “I –” she manages, “I don't – I don't want to take advantage – ”

“Hm.” There is something almost satisfied in that short word – satisfied and cruel. “Interesting.” Carol's voice drops even lower, and she leans forward, a whisper in McCullough's ear, Carol's breath ghosting against the skin on her neck, Carol's thumb brushing the sensitive inside of her arm. “I'm not someone you could ever take advantage of”, Carol whispers. “And I think you're lonely enough to be desperate for _anything._ Even for me.”

The sick lump in McCullough's stomach twists again, making her want to throw up, because Carol is right, of course – Carol sees right through her and this is all so _wrong_ , Carol sees right through her, right down to the core of her – and yes, Carol is right, this is exactly the extent of her patheticness, her loneliness, her desperation: That even _Carol Denning_ can make her shiver in _desire_ –

“So if you come to my cell tonight”, Carol says, her voice low and far too close in McCullough's ear, “if you come to my cell tonight, and you ask me, very nicely... then maybe I will take pity on you, huh? If you come to me cell, and you _beg_ me to fuck you... then maybe I will.”

And abruptly, Carol's closeness is gone. Abruptly, her fingertips are gone from McCullough's skin, her breath is gone from McCullough's ear and McCullough is left panting and lonely and sick by the wall, aching for Carol to come back, aching for Carol's fingers and her touch and –

_No._

_Fuck._

She shouldn't have ever come in here. She shouldn't have ever –

Carol is sitting back down on her bed as if nothing happened. As if nothing happened, and McCullough almost doubts her own sanity.

Almost thinks that this place has finally succeeded in driving her crazy, after all.

But then, Carol glances at her, a cruel hard smile playing in the corner of her mouth, and McCullough knows it did happen.

That Carol did run her fingers down her arm, that Carol did whisper in her ear.

_If you come to my cell tonight –_

Carol's hard smile makes her stomach twist, again - and McCullough flees.

She flees out from the cell, out into the empty corridor – the empty corridor, where no one is waiting for her, where no one is waiting for her even to pronounce the cell clean.

*

And it's not like she's going to do it.

Of course she's not going to do it.

Sex with an inmate would be just plain wrong. Sex with _Carol Denning_ would be wrong for another, entirely unrelated set of reasons.

She's not even going to _think_ about it.

And besides, Carol was probably just teasing her. Just playing with her, playing with her and her pathetic, embarrassing reaction to an accidental touch.

An accidental touch from a convicted murderer, a probable psychopath.

And even if McCullough _was_ to go to her cell, Carol wouldn't actually –

_No._

She's absolutely not going to do it.

Of course not.

But.

The rest of the day passes.

The rest of the day passes, and ends. Evening descends on the prison, lock-down and lights-out, and McCullough's shift ends for the day.

And she should go home, of course - of course she should go home. Instead she finds herself lingering in the guards' break room, leaning against the sink and eating a yogurt very slowly – not much of a dinner, but it's not like she's had much of an appetite, either, for a long time – as the rest of the C.O'.s on her shift change out of their uniforms, and leave.

Luschek and Stefanovic are on night duty. They have arrived at the prison in something that is suspiciously close to high spirits, sitting down by the table in the break room, and McCullough _knows_ that neither of them is going to bother to patrol the prison even _once –_ that they will, if the look on Luschek's face is any inclination, spend the night right here in the break room, smoking weed and shooting the shit until morning comes.

They're obviously just waiting for McCullough to leave. And it's not like she has ever felt much like part of the gang, or anything – her relationship with the other guards has never progressed beyond a state of the bare minimum, she has always felt – but lately, after what she did to Hellman, it has somehow become even _less_. Of course no one lets on – she's still talked to, still interacted with, but she can _feel_ it - that whatever pretense there used to be of some kind of companionship, it is entirely gone, now. That they have all become in some way guarded around her, careful about what they say, all the time alert to some absurd notion that she will run straight to the administration about even the smallest untoward comment.

And none of them even _liked_ the guy.

“I'm going to go home”, McCullough announces into thin air, throwing her empty yogurt-container in the trash.

“Good night! See you tomorrow!” Luschek calls after her, voice annoyingly cheery, almost relieved.

And of course she is going to go home.

Of course she is going to go to the locker room, and she is going to change out of her C.O. uniform, and she's going to walk across the dark parking lot, and she's going to go sit down in her car and drive to her empty apartment, and –

McCullough swallows, the lump in her throat growing and growing now that she's out of the break room, out in the empty corridor leading to the lockers.

Now that no one sees her.

Not too long ago, she knows, they might have invited her to stay. Not too long ago, both of them used to be almost flirting with her – not too long ago, they might have asked her to sit down there by the table, to stay for a while, to partake in the weed and the chit-chat with them, for a while.

And it's not like she would have said yes, even then – she doesn't even _like_ either of them, not even in some completely non-romantic way, and their flirting never inspired anything but a faint disgust in her.

And yet –

Yet, even _that_ – the loss of something she doesn't even _want_ – almost makes her regret turning Hellman in.

Makes her wonder why the fuck she even _did_.

How she thought doing that could possibly make any kind of _difference._

McCullough walks into the locker room, and she opens her locker, and she should go home, of course she should go home, she should change out of her C.O.-uniform and she should go home, but the panic overtakes her suddenly – her head swims and spins and she thinks she is going to faint, she sits down on the bench and she tries to breathe, she tries to breathe but she can't, she _can't_ –

But she can, of course she can – she knows, deep breaths even though she can't, even though her head is spinning and she thinks she will faint, and she longs for a cigarette so badly it's a psychical ache in her – a cigarette to put out on her thigh, a sharp burning sting of pain to erase everything else at least for a moment –

_No._

McCullough leans forward, head between her legs, and tries to concentrate on breathing, tries to ride out yet another panic attack without the help of the burning cigarette on her thigh. Without the help of the sharp burn to erase every thought in her head, every memory.

She promised herself –

She _fucking_ promised herself.

That day, that day when she was sitting there in the guard's bathrooms, the cigarette posed and ready and yet for one moment hesitating, her entire life somehow balancing on a razor's edge in that moment.

That one moment, when she somehow knew that this was when she had to sink or swim, the one moment when she knew she had to do _something –_

Something, _anything_.

That if she kept this up, if she allowed herself the comfort of the cigarette burn even that one more time, she would never ever come back to herself again.

That there had to be some other way – some strange impossible path out of this endless cave, if she only could somehow find it – and she grabbed, desperately, at the only thing she could possibly think off.

The one thing that seemed the only way to go against what she had been taught, again and again: That the world is a hopeless place, an endless struggle you can never win, a fight where your enemy is always going to be stronger and the only reasonable course of action once you have realized this is to give up, to give in, to allow the world to do keep on doing what it's going to do anyway, and just do your best to not feel it.

She grabbed desperately at the only possibility she saw to do otherwise, to _be_ otherwise, and she threw out her cigarette and she walked out from the bathroom and she walked straight to the the warden's office - and Hellman got fired, of course he got fired, the drugs were right there in his burritos, just like she had said they would be.

But it wasn't as if anyone even thanked her. Not even as if administration was particularly grateful for McCullough having come forward – rather the opposite, she couldn't help the sinking suspicion that they'd rather she _hadn't,_ that they'd rather been spared the trouble and embarrassment of dealing with a crooked C.O. smuggling drugs into the prison.

And as for her fellow C.O.s – well, the less said the better.

McCullough sits on the bench, drawing deep breaths - the panic slowly, reluctantly, receding.

And she knows: She did it, and she did it for the right reasons. She did it because Hellman was a fucking asshole and because he shouldn't be allowed to get away with all the things he did, everyone knowing and everyone keeping their silence. She knows that if she hadn't done it, she would be even worse off, now – she knows that going to the warden that day was the only thing that kept her from falling into some depth of depression she could never have recovered from.

And yet –

It's not as if it helped with her hopeless aching loneliness.

Not as if it helped with all her memories of things she has done and things that have been done to her, things she has seen done and _not_ stopped.

Not as if the one thing she _has_ actually stopped has helped anything else.

McCullough breathes. She should go home. She really, really should.

She gets up from the bench, and she closes the locker, and she locks it, and she walks back out into the empty corridor, the smell of weed and a guffaw of laughter wafting out through the closed door to the break room.

She walks through the corridor, and she walks out into the dark, locked-down prison. She walks across the silent quiet common area of C-block with all its benches and tables empty, and she walks up the stairs, and she walks to Carol Denning's cell.

The door is locked, of course, but McCullough has a key, of course.

And for a moment, when she puts her key into the lock, she wonders what she is going to do if Carol is asleep, if she'll just simply turn and walk away again –

But no. There's a light on in Carol's cell.

A light Carol is not, of course, supposed to have – and neither, of course, is she supposed to have the ear-buds she pulls out of her ears when McCullough opens the door, the steady rhythm of some pop song throbbing across the cell as Carol regards her with an expression that might be true surprise.

Two items of contraband, right there, and of course, McCullough doesn't _care._

Doesn't feel much else besides some vague sense of gratitude that she found nothing, when she had to search Carol's cell, earlier today.

Because that is the curse, McCullough has always felt, of having to work as a C.O. That one has exactly the two options of either deciding all the inmates are monsters and deserving of not even the barest of human dignity, thus becoming a monster yourself in the process – or, to see each and all of them as people, and accept that your job is to take from them absolutely every single measly thing that could make their existence in prison bearable.

And McCullough's _own_ curse, she has always felt, is her inability to fully commit to either side.

God damn it, let Carol have a light and some music, she feels abruptly – let _all_ of them have lights and music and make-up and sex-toys and whatever else McCullough is expected to take away from them on a daily basis.

And Carol almost seems to know what she is thinking – she makes no effort to hide her contraband, not that there would be much point to that, now. She just regards McCullough, standing in the door to her cell.

“Well, damn”, Carol says slowly, something almost impressed in the cadence of her voice. “I didn't expect you would actually show.”

McCullough says nothing – she doesn't know what she could possibly say. That she didn't expect she would show, either?

Carol turns off her music, never looking away from McCullough.

“So what are you here for then, huh?” she asks in a quiet voice, and McCullough knows, on some level, what she is expected to say.

_If you beg me, very nicely –_

She swallows.

She knows that this is some game they are supposed to play – she knows, in theory, how these games are supposed to be played, but she has never been much good at them.

And yet, there is a part of her that is grateful that Carol wants to play games – games, rather than the raw truth which seems to be the only other option.

Such as: She's here because she cannot bring herself to feel as if anything she does can possibly matter, anymore.

Such as: She's here because she can still feel the ghost of Carol's touch on the skin of her arm, the only thing that has managed to reach _beyond_ her skin, in too long a fucking time.

“I came to ask you.” Her face heats, a blush. “To beg you. To... please. To please fuck me.”

Carol lifts an eyebrow, and McCullough blushes again. “Sorry”, she says. “I'm not... good at this.”

“Hm”, Carol says. “We'll see about that.” She nods in the direction of the wall. “Against the wall. Palms on the wall.”

Her words run like fire down McCullough's insides, and she thinks she really shouldn't. She really shouldn't agree to this. Shouldn't agree to whatever sick game Carol wants to play.

She shouldn't - but she's here, and her skin is aching, screaming for a touch.

So she goes to stand against that wall.

She goes to stand against the wall, her palms against the rough concrete, and she closes her eyes, and she swallows, and she waits.

In the silence of the cell, McCullough can hear the faint creaking of Carol's bed as Carol sits up and gets to her feet. Her heart pounds, frighteningly loud in the silence, as Carol walks across the cell and comes to stand behind her.

She can feel the heat of Carol's body radiating against her back, through the inches of air that separate them, through the fabric of her shirt, and something deep inside of her clenches, tension and anticipation and something she doesn't even know what it is.

“Hm”, Carol says behind her, sounding somehow even closer than the heat of her body seemed to promise, and puts a palm on McCullough's back. “Now what am I going to do with you, huh?”

It's a fully rhetorical question, calm but tinged with some hint of cruelty - something that Carol is asking herself rather than something that requires McCullough's input, and McCullough is grateful for that, because she cannot concentrate on anything but the light press of Carol's palm on her back - a star of heat between her shoulder blades, radiating warmth through her cold, starved body, and she is suddenly grateful, too, about this position.

Grateful that Carol is behind her, not in front - that Carol will not be able to see her tears if she cries.

And yet, even the thought of crying – the notion that she could somehow be in a position where it might be in some sense be _possible_ to cry – makes it impossible, instead. McCullough has spent years and years swallowing her tears, swallowing her reactions, she has spent years and years showing nothing and letting nothing show until the pressure has become too much and she has cried only ever exactly when she's _not_ supposed to cry - her learned, ingrained response clashes with the heat radiating from Carol's palm, her tears twisting in her throat, almost choking her.

“Damn, you're tense”, Carol murmurs, her palm for a moment slightly firmer against McCullough's back, almost a rub. “ _Relax._ This is what you're here for, aren't you?” Carol's hand curls into a fist, and she runs a knuckle down along McCullough's spine, over the knots in her muscles. “That's what you said, wasn't it? You're here because you want this. You want me to touch you. You want me to... fuck you.”

McCullough nods, her throat closed and twisted and even that one single nod taking almost inhuman effort, making tears spring to her eyes, all the same. _Yes._ She's here because this is how low she has sunk, low enough to stand with her palms against the wall in the cell of a convicted murderer, stand here and wait for Carol to fuck her because she _needs_ it.

She _needs_ it, because at least Carol's fingers in her will not be a cigarette burn on her thigh and she finds herself wishing that Carol would just get on with it, just pull her pants down and push her long, cruel fingers inside and _fuck_ her – just do it, with no touching and no talking, just fuck her and let McCullough disappear off somewhere inside her head and forget where she, who this _is_ , doing this to her - while her body gets what it needs.

But no. Carol's hand widens into palm again, and she runs her hand up McCullough's back, blazing warmth and heat and the touch feels _too good, too much -_ McCullough wants it and doesn't want it, it makes her want to cry but she can't, and Carol's hands settle on her shoulders, radiating heat into knots wound so tightly they hurt. Landing her in her body, making it impossible for her to disappear, to forget where she is, who she is with.

“Mm”, Carol murmurs. “I will. I will fuck you, good and deep and through.” She leaves one warm hand on McCullough's shoulder, running a light fingertip down her spine again with the other, reaching the small of her back and pulling at McCullough's uniform shirt, pulling it up from her pants. “And I will make you beg for it. You _are_ going to beg me before this is over, don't you worry about that.”

_Please._ The word is tied up in the knots of her throat – McCullough can hear the sound of it in her head, but she doesn't think she will be able to actually say it. She doesn't think she will be able to force it out in any way that sounds convincing, and her stomach clenches again. It's not that she doesn't _want_ to, but it seems so impossible to _say_ so, to plead - so far removed from the person she has become. She can't play this game, she doesn't know how, but she's _here_ \- she walked into Carol's cell and she said the words and she went to stand against the wall and is that not _enough_ for her, not _clear_ enough?

“Damn”, Carol murmurs, almost pityingly, lifting her hands to McCullough's hair, pulling at the pin holding it up and releasing her hair into a cascade down her back – a strange unexpected thing to do, stealing the breath from McCullough's lungs as Carol runs fingers through McCullough's hair, spreading it and arranging it over her shoulders. “There's so many girls in here you could have chosen from. So many girls who'd have done you any number of favors, if you'd just done something small in return. You could have made it so easy for yourself. You could have had someone do what _you_ told them to, instead of the other way around, hm?”

She places her hands on McCullough's shoulders again. “And instead, you come to _me_ ”, Carol whispers in her ear, running her warm palms down McCullough's arms, down to her elbows and up again. “Instead, you walk into my cell, and when I tell you to stand against the wall you _do._ And you have _no idea_ what you have gotten yourself into.”

No, McCullough certainly doesn't – her head is spinning and tears are stinging in her eyes and this, nothing about this, is anything like what she expected, anything like what she thought she was signing up for when she walked up to Carol's cell. She expected Carol to be _crueler_ , or, at least cruel in a different way - expected Carol to be more _forceful,_ expected her to just take what she wanted if McCullough offered it, and this – This is not that. This is Carol's hands, radiating warmth into her cold, starved skin, too much to handle even through the fabric of her clothing, too much to take in, and McCullough pulls in breath in shaking gasps that sticks in her throat and makes her lungs ache because she cannot possibly breathe them out, again.

“Mm”, Carol breathes in her ear, leaving one hand on McCullough's shoulder and running the other down her back, down and up again, a trail of warmth and _touch_ and McCullough wants it and doesn't want it, doesn't want to feel what Carol makes her feel and wants it, more than anything. “You don't want to take _advantage_ , isn't that what you said?” Carol whispers. “You don't want to be the bad guy, hm? So, you're here, with me, because with me, you don't need to worry about any of that. Because _I'm_ the one taking advantage of _you_. Aren't I?”

McCullough doesn't know how to answer – if she's even supposed to answer, what she could possibly say, because she doesn't want to think about this too closely, doesn't want to examine her motivations for walking into Carol's cell and standing still and un-moving with her hands on Carol's wall as Carol _touches_ her, and her stomach twists, sickly, because if Carol is right – and she _is_ , McCullough feels it, instinctively - then what does that make her?

“And I could do that”, Carol whispers, her hand still on McCullough's back, steady, radiating heat. “I could fuck you right now. I could pull down your pants and I could fuck you, right now - I know you want me to. You're here in my cell, and you've asked me for it. You've come to me because you _want_ me to take advantage of you.... Because if I do, nothing of this will be on you, huh?” Carol pauses slightly, a few moments of nothing but Carol's breath in her ear and McCullough's stomach clenches because she thinks _yes._

“But I'm not going to make it quite that easy for you”, Carol continues, a low voice in McCullough's ear. “You want me to be the one responsible for this. You want me to be the bad guy. And I can do that. But you're going to have to own up to wanting it. You're going to _hav_ eto beg me.”

_You're going to have to beg me._ No – that's the one thing McCullough is absolutely certain she will not be able to do, and her throat twists and her stomach twists and she wants to cry but she cannot cry because Carol is asking the one thing from her that's impossible.

Because McCullough has said _no_ so many times she has forgotten how to say _yes -_ her entire life she has needed to be on her guard, defensive, she has had to be on constant alert prepared to defend herself, to fend of unwanted advantages until it makes her ill from exhaustion, she has had to say _no_ and _no_ and _no,_ again and again and fight to make sure that _no_ is respected, listened to, because she has learned, again and again, that the moment you relax your guard, the moment you think you can trust any of the men around you, they will start to think that your _no_ meant _yes_ , after all.

And here, now, all the wants is for Carol to _take_ her, take her and _not_ ask – because she doesn't know how to beg, she doesn't know how to say anything but _no_ and doesn't Carol _get_ that? That if she _doesn't_ say no, then that's close enough to a _yes_ , that the very _absence_ of a no is her giving in and a _llowing_ Carol to do whatever it is she wants to do?

Carol's fingers tuck McCullough's hair behind her ear, a gesture of surprising intimacy. “I'm going to tell you a secret”, Carol says very quietly into McCullough's ear. “I don't like taking advantage, either. I could have any girl I want, in here. Just say the word, and no one would dare to say no to me. But I don't want to fuck anyone who doesn't _want_ me to fuck them. So that's _why_ you'll have to beg me.”

_Please._ McCullough knows the word, she feels the shape of it in her mouth but her lips cannot form it, and tears are stinging in her eyes again – tears she absolutely cannot allow herself to cry, and she's half-expecting Carol to press her into it immediately, but Carol doesn't.

“Mm”, Carol murmurs, instead, almost softly, almost pityingly, and her hand between McCullough's shoulder blades moves again, up and down. “ _Breathe._ ”

_Breathe._ McCullough cannot quite do that, either, but Carol's palm is warm on her back, between her shoulder blades, almost a rub, and the notion of breathing is, at least, a fraction easier than the notion of talking, of begging, of saying anything at all.

So McCullough tries. She concentrates everything she is into drawing air into her lungs, into letting it out again. The first is easier than the second – breathing in easier than breathing out, all the tension in her knotting around the air in her lungs, refusing to let it out other than it short, shaking jolts.

But she tries. She breathes. Again, and again, every breath catching a little less in her throat, in her lungs. Carol keeps the one hand between her shoulder blades, but the other, she runs up and down her back, slowly, and almost against her will, McCullough finds herself trying to match her breathing to that touch – in, and out, deep, shaking breaths, making her head spin, making her knees weak when she realizes that she's slowly, slowly relaxing, almost whether she wants to or not.

“Mm”, Carol whispers, only almost approvingly. “That's better.” Something about the motion of her hand on McCullough's back changes, becomes lighter, more circling, as if preparing for something. “I'm going to touch you, now”, Carol whispers. “I'm going to put my hands under your shirt, and I'm going to touch you.” A slight pause. “Would you like me to do that?”

McCullough's stomach clenches, but she _does_ – she _does_ want Carol to touch her, it makes her feel sick that she wants it but she _does_ , Carol has yet to even touch her skin, but even so, even the warmth of her palms through McCullough's clothing has been almost too painfully intense, and to imagine – to _remember_ – the touch of Carol's fingers on her bare skin is almost frightening, and yet she _wants_ it, of course she does –

She nods. She nods, even though she quite can't, even though every nerve and tendon in her neck is taunt and painful, the slight motion of nodding feeling like she's giving something up, something she has clutched for so long she has forgotten why.

“Mm”, Carol breathes, again, her finger running along McCullough's spine, almost teasingly. “And in that case, you're going to have to _tell_ me so. In _words_. So. Do you _want_ me to touch you?”

“ _Yes_ ”, McCullough gasps, surprised at the word the moment it leaves her, surprised at how easily it came out, barely a word, after all, barely more than an exhalation of breath, barely an effort – an yet, she feels the impact of it, hanging in the air, her own shock at the fact that she did say it.

Carol makes a sound – an exhalation that sounds like a smile, even though McCullough, of course, can't see her face, and for a moment, her heart pounds in terror at the thought that Carol will press her even further, that the _yes_ is not going to be enough for her.

But Carol doesn't, for the moment, say anything else. Instead, she runs a knuckle lightly down McCullough's spine again, but this time, when she reaches she small of her back, her hand continues around McCullough's side, and brushes, lightly, up under her shirt.

And at that first touch of Carol's fingertips against the bare, sensitive skin above her hip McCullough gasps again, a pained choked intake of breath as her skin flares up in goosebumps and fire under the light touch, a shiver spreading across her entire body.

Carol exhales again, that exhalation that sounds like she is almost laughing, and her other hand runs down McCullough's back, down her back and down under her shirt too, both of Carol's hands under her shirt, Carol's fingers brushing the skin on her sides, up over her ribs, a sizzling sensation so sharp it almost makes her want to scream, the shiver spreading though her every nerve, intensifying until she almost can't take it.

“Look at you”, Carol whispers, strangely amused. “ _Shivering_ , when I touch you, huh?” Her fingers brush over McCullough's ribs again, across her ribs and lightly over the very edge of her stomach, a touch piercing her to her very core, stealing the breath from her lungs, again. “You're so fucking _starved_ for someone to touch you, aren't you?”, Carol whispers. “You've been starved for this for a long, long time. And no one fucking sees it. No one sees how _easy_ it is to make you do this. To make you do anything I tell you, huh?”

Carol's touch continues upwards, her fingers brushing McCullough's skin across her stomach, up in the general direction of her breasts and the thought of Carol's hands on her breasts makes her nipples harden almost painfully in anticipation and she gasps a breath, a surprisingly deep breath, and her head spins and she thinks _breathe_ , and in her head, she hears the word in Carol's voice, almost an order, and she breathes.

She breathes, and she shivers, Carol's hands trailing goosebumps all over her skin, her touch all too light and all too much both at once,– she breathes even though every breath is shorter, shallower than the previous, even though every single breath is an admission, a terrible embarrassing admission of how badly Carol's touch is affecting her, of how Carol's touch is running along her every nerve to strike straight between her legs, making her terribly, embarrassingly _wet_ –

“Damn”, Carol whispers, her touch continuing, her hands not quite touching McCullough's breasts – her touch doesn't quite go that high, her fingertips barely graze the edge of McCullough's bra before sneaking around her sides, to her back, following the edge of her bra to the clasp, hovering there for a moment, and McCullough thinks _please_ but she can't say it. “You'd let me do anything, huh?”, Carol continues, a whisper in her ear in that pause of Carol's fingers resting against the clasp of her bra. “You'd just stand there, and take it, and you wouldn't protest, no matter what I did to you, because that is how fucking starved you are for this, aren't you?”

Carol's hands undo the clasp of her bra and McCullough nearly sobs with relief, and she thinks _yes_ \- she thinks that is the terrible truth, she wants Carol's hands on her breasts, she wants that touch on her nipples, the anticipation pounding painfully between her legs, as the clasp of her bra falls open.

“Mm”, Carol continues, strangely calmly, while touching the skin on McCullough's back where the bra is not covering it, anymore, touching the skin of her back before her hands run down across her ribs again, down and then up, almost, almost up to her breasts – loose, now, under her shirt, a discomforting, heady sensation, her bra hanging loose over her chest and Carol's hands almost, almost touching her breasts, and McCullough whimpers, _wanting_ – “Starved enough to come to _me_ , even. When you could have chosen _anyone_ in here. And anyone else would have made this easy for you, and you _know_ that. Anyone else would have let _you_ decide how this goes. But I'm not going to make this easy, and I think that deep down, you knew that, too, didn't you?”

Carol's hand pauses, her fingers running lightly over McCullough's breastbone, between her breasts and so close to the need of her aching nipples, lightly up and down but not quite touching, and McCullough _wants_ to beg, she _wants_ to –

“So I think”, Carol whispers, “that is _exactly_ why you're here. Because you don't _want_ this to be easy. Because you _want_ me to be cruel.”

Carol's hand brushes over McCullough's right breast, her fingers light, almost careful, making McCullough gasp as Carol's thumb runs over her nipple, sending an electric jolt though her, making her buck towards Carol's body behind her, because it feels so _good,_ so good she wants to cry with it, wants _more_ –

“Mm”, Carol breathes out in her ear, a long deep exhalation of breath, and her other hand comes up to brush over McCullough's left breast, too. “But the thing is, right now, I _am_ making this easy for you. I can do that, too. Fuck, right now I could make you beg, but I'm not doing that, am I? I'm just... taking. Because you're right here, for me to take.”

Her fingers ghost over McCullough's skin and her nipples, over her breasts, McCullough's bra undone and uncomfortable over her chest and yet that's only yet another psychical sensation, strangely heightening the feel of Carol's hands and when Carol's hand cups over one of her breasts - touching _properly, finally -_ McCullough almost sobs with it, with the _intensity_ of it -

“Mm”, Carol breathes again, almost pleased. “And I could do other things to you, too. I could keep on making this easy for you. I could just fuck you, just like you want to be fucked, good and deep and though...”

Her fingers lightly squeeze McCullough's nipples between her thumb and her index finger, sharp pleasure shooting through her every nerve and she gasps again, powerless to stop herself, and she thinks, again, _please. Please, please, please_ –

“But I'm not going to do that”, Carol continues, touching, _touching,_ her warm hands on McCullough's breasts, brushing her nipples again. “I'm not going to keep making this easy for you. I'm not going to do anything else, not unless you beg, not unless you admit to me just how much you want it.”

Carol's touch on her breasts continues - almost unbearably light, almost too controlled, somehow all the more cruel for that, for containing the potential of everything Carol could do if she wanted but is choosing to hold back, instead, and McCullough is all too conscious of her own ragged, uneven breathing, all too conscious of the aching wetness between her legs, all too conscious of her own mortifying overpowering _want –_

“I'm not forcing you to do anything”, Carol whispers – and in some strange, unknown way, _I'm not forcing you to do anything_ is the cruelest thing Carol could possibly say. “This is all on you. You like this. You _want_ this. Don't you?”

“ _Yes._ ” This time she _does_ say it – this time, the word is in her head and in her mouth, simultaneously, almost a sob, almost a gasp, and she says it because it's true, because she _does_ want it and because Carol is making her admit it, because Carol _will_ make her admit it, because there is no way out if this without admitting it.

“Mm”, Carol breathes, almost approval, almost cruelty. “And now, you're going to have to tell me, exactly, what _else_ you want me to do to you.”

And she doesn't think she can – but she can.

“I want.” McCullough swallows, her eyes closed, barely recognizing the sound of the voice coming out of her own throat, the strange harshness of it, feeling like she is going to faint, the touch of Carol's hands on her breasts, on her nipples, almost driving her crazy, “I want you to... fuck me.”

“Mm.” Carol sounds like she might be smiling, again, and one of her hands runs down over McCullough's stomach, brushing McCullough's skin just above the buckle of her belt. “You're going to have to be a little more specific than that.”

McCullough groans – the sound ripping out of her throat, almost frightening in its intensity, a sound she did not believe she had in her, to make. _More specific?_ She barely knows herself what she wants, only –

“I want”, she groans, taking a deep breath, eyes closed, refusing to think about this, refusing to think about anything but the touch of Carol's fingers on her skin, the heat from her body against McCullough's back, Carol's breathing in her ear, “I want your fingers, in me.” She swallows again, the sound of her own voice, the fact that she is _saying_ this, terrifying her. “I want you to pull my pants down, and to... _touch_ me, I want you to... put your fingers inside me, _deep_ inside me, and...” Oh God, tears are stinging at the corners of her eyes, again, and she wants to hold them back and she wants to cry them, and she doesn't know _what_ she wants, only that it is so close, that she is so _close_ to getting it and she doesn't – “...just fuck me”, she finishes, weakly, a half-choked whisper. “ _Please._ ”

“Are you wet, for me?” Carol whispers in her ear.

“ _Yes_ ”, McCullough replies, tears of desperation stinging in her eyes because _wet_ doesn't even come close to describing what she is, she feels like an empty cave, open and yearning and aching, her entire body hurting with a longing so deep and painful she can't imagine there's anything in the world that can possibly fill her, like Carol's fingers sliding into her is the only thing that can possibly keep her from loosing her mind.

“Am I supposed to believe that?” Carol whispers, a teasing note to her voice, her fingers brushing over McCullough's belt buckle, away from her skin but still sending a sharp jolt of pained arousal rushing though her, and McCullough groans again, because no, this is not _fair_ , Carol can't do this to her, can't possibly push her any further –

“Touch me, and find out”, McCullough gasps, in a sudden flash of inspiration, but Carol merely laughs, a strange, cruel chuckle in McCullough's ear.

“Good try”, she whispers. “But no. You're still going to have to beg.”

McCullough draws a deep breath, one that vibrates though her entire body, what feels like the deepest breath she has ever taken in her life, and up until now, up until this exact moment she didn't think she would, but she _does._ The words flow out of her on the exhalation, words she never consciously decided to say, but hears herself saying, anyway, a desperate pained whisper: “ _Please_. Please touch me. Please fuck me. _Please_. I'm so fucking wet I – I'm going crazy with it, _please_...”

“Mm”, Carol breathes, her hands pulling at McCullough's belt buckle, pulling it and releasing it and McCullough almost sobs with the relief as Carol's fingers undo the buttons on her pants, pull down the zipper. “That's more like it.”

And then, Carol's hands are on her hips, pushing her pants down, down over her hips and down over her thighs, and there she is, pants down by her ankles, palms on the wall, hair undone and her breasts loose under her shirt with her bra riding up over her chest, an absolutely unprecedented unimaginable situation, gasping another deep pained breath of air as Carol runs a finger, teasingly, along the edge of her panties, along her hip and down, in front, along the edge of the fabric but still not quite touching her.

“So what did you just say?” Carol whispers in her ear, her fingertip so _close_ but still not quite there, still only just trailing the edge of McCullough's underwear, the very edges of her arousal, and McCullough bites her lip to not scream. “So wet it's driving you crazy, huh?”

And her fingertip slips into McCullough's underwear, brushing over her slick pounding aching wetness, a light touch like an electric jolt through her entire body, far too intense to handle or stand and McCullough buckles against the touch, against Carol's fingers, whether she wants to or not.

“ _Carol._ ” It's not a _please_ , exactly – but it sounds like one, feels like once, a pained whispered prayer for some kind of release ripping out of her throat and she's powerless to stop it.

“Mm”, Carol breathes, the tip of her finger sliding in McCullough's wetness, under her underwear, the touch making all the pained aching arousal intensify until she cannot possibly be expected to take it, her wetness increasing, gushing forwards under Carol's finger and it would be almost embarrassing if she wasn't already pushed far beyond embarrassment, “but you'd be this wet for _anyone_ , wouldn't you?”

“ _No_ ”, McCullough gasps, the word escaping her before she has had a chance to stop it, much less reflect on the truth it betrays.

“No, what?” Carol whispers, her fingers stilling slightly.

“I wouldn't –” McCullough gasps, moving against Carol's fingers, into Carol's hand, needing the touch, the motion, needing _more_ , needing _deeper_. “ – not... anyone. Only – only for you.”

“Mm.” Something almost triumphant in that short exhalation of breath, and the angle of Carol's hand in her panties shifts, becomes Carol pulling her panties aside.

Aside, not down - just removing the obstacle of fabric slightly before Carol's fingertips brush against her from a different angle, a promise to finally, _finally_ , give her what she needs, to finally push inside her and _fill_ her, and McCullough hears another sound escape her throat at that. Another desperate sound of frustrated longing as Carol's fingers slide inside her – just a fraction, just the very tips of her two fingers, moving inside of her, in and out, agonizingly slowly, too shallow to come even close to be truly fulfilling.

McCullough chokes a sob as Carol breathes, a heartbeat later: “And why – is – that? Why do I make you this wet?”

_Why?_ Tears are burning in her eyes, intense and unstoppable, burning and escaping – tears rolling down her cheeks and McCullough is helpless to stop them, because she cannot possibly be expected to _answer_ that, to _know_ that, and yet –

Yet, she knows, suddenly, _why_.

Because Carol has all this power she is absolutely not supposed to have. Because Carol has been in prison for thirty years, thirty years in the middle of this soul-crushing hell-hole, and yet, she is not broken.

Because Carol has been thirty years in prison and she has somehow taken the prison and she has made it _hers -_ she has carved out some impossible unreal space in the middle of the relentless hopeless system, a space where rules bend for her, where _everything_ bends for her, just because she says so. She has grabbed power that was never supposed to belong to her and she has _held_ it, because Carol has never in thirty years stopped fighting and never stopped _winning -_ because she has _not_ accepted that the world is a horrible broken place and that fighting is hopeless, she has never accepted that the world is an enemy you can only ever surrender to.

Because Carol is exactly everything McCullough is not, everything she wishes she could be, and that is the thought that finally breaks her.

“Because – Because you – you're – not – like – anyone else”, McCullough gasps, the words twisting free from deep within her, not enough to quite express the _why_ but all she can manage at the moment, and giving them up feels like a failure but they feel, also, _right –_ she presses herself onto Carol's fingers, wanting _more_ of her so desperately all her walls are in pieces and she wants to cry, and suddenly, she _is_ crying, for real, more tears welling up in her eyes and running, unhindered, down her cheeks, and she knows she will not stop, that she cannot stop and yet, somehow, she is beyond caring now, beyond caring about anything but how Carol makes her _feel_ –

“Mm”, Carol breathes in her ear, her fingers sliding slightly deeper in response. “No, I sure as fuck am not.”

“ _Please_ ”, McCullough gasps, tears running down her cheeks. “ _Please. More. Deeper. Harder_.”

“Mm”, Carol breathes, a hint of a smile in the exhalation. “I _told_ you I would make you beg.”

McCullough gasps again. “ _Please_ ”, she sobs, because somehow, once she has started to beg, she cannot _stop_ , “fuck, _please_ – _More_ –”

“Like this?” Carol whispers, adding another finger, another finger pushing into her, stretching her, filling her, and McCullough whimpers, a terrible drawn out sob escaping her throat and she doesn't even _care_ , cannot possibly care about anything but the sensation of Carol's fingers, Carol's fingers _in_ her, deep and hard and everything she has ever, ever longed for.

“ _Yes_ ”, she gasps, moving in response, moving onto Carol's fingers and meeting them, “oh God, _yes_ , like that, _fuck_ – _please_ –” –and she never thought she would sound like that, _speak_ like that, she didn't think she _could_ , but she never ever thought anyone could make her feel like Carol is making her feel, right now, either, and she cries, she cries because Carol's fingers moving in and out of her feel so _good_ , because the pleasure building and building inside of her is almost frightening, she knows it will push her over some edge and she will fall and that almost makes her want to stop but she can't stop, if she stops she will die –

She cries because for years and years she has swallowed her tears and choked on them, she cries because she has learned to leave her body when she has needed to, has learned to make herself distant from it, registering her own pain and panic almost dispassionately – she cries because Carol is not letting her do that, she cries because Carol is forcing her to stay within herself, forcing her to _feel_ this, forcing her to acknowledge _wanting_ it, and that is the cruelest thing anyone has ever done to her: the cruelest, and the most exhilarating thing she has ever felt.

She cries because she wants this and because she needs this and because Carol is _doing_ this to her, she cries because Carol's fingers are sliding in her, in and out, deep and good and through, because everything she is, is concentrated to the feeling of Carol's fingers, to the pleasure of Carol's fingers in her, fucking her, she cries because Carol is breathing in her ear, and saying nothing, she's crying because she's so wet and so open and because she feels her wetness practically trickling against Carol's fingers, because Carol has three or possibly four fingers in her and her entire body is opening, opening, _taking_ it –

She cries because she cannot _not_ cry, because she is going to come and because she has not come in such a long time, she cries because she is doing this with _Carol Denning_ of all fucking people and because she _loves_ it, she cries because her body shivers uncontrollably and Carol responds, something in the movement of her hand shifting and the pleasure becoming even more intense at a moment when she cannot possibly take it being any more intense, she cries because she pushes herself onto the pleasure, anyway –

She cries because the pleasure is more than she can handle and more than she can stand, because the orgasm is years and years of pent-up need and she can't _take_ it, can't hold it back, she cries because the orgasm washes over her, ripping her apart, she cries because she hears herself scream, because her entire body contracts and clenches around Carol's fingers, because there's nothing left in the world but ecstasy and because that ecstasy is destroying her.

She cries because it's over.

She cries because she's here, with her hands against this wall, because she can feel herself breathing, deep unhindered breathes catching on nothing, the air flowing into her lungs and out again.

Because she feels herself relaxing, and she doesn't even remember when she did, last.

Carol pulls her fingers out of her, almost slowly, almost carefully, and her other hand comes up on McCullough's back, again, a warm palm between McCullough's shoulder blades, above her clothing, feeling somehow different now, than before all this. Less threatening, maybe.

“Why are you crying?” Carol asks – the question is neutral, an inquiry rather than an expression of sympathy, and McCullough draws a deep, shaking breath.

“I just...” she says, drawing breath again, trying to speak. “I just... haven't had an orgasm, in a really long time...”

It's true, of course, even though it is not, possibly, the _whole_ truth - but it is also all the truth McCullough feels capable of, right now.

“Mm”, Carol says, a neutral, almost accepting sound. “You're welcome.” And the warmth of her palm lingers for an other heartbeat before disappearing, before Carol backs off.

Carol backs off, and McCullough supposes that means she can take her hands of the wall, stand up properly, and she wonders if that _you're welcome_ meant that she was supposed to say _thank you,_ but it seems like the moment when she possibly could have has passed.

_Shit._

How _the fuck_ did that just happen?

McCullough turns around, almost against her will, back against the wall for some sort of support, swallowing, fumbling with her pants, with her underwear, feeling like a mess, while Carol, quite calmly, goes to sit back down on her bed, raising an eyebrow at McCullough when she sits down – and McCullough –

She really doesn't understand how Carol can be so _calm_ after what they just did, act like this was _nothing_ , act like it didn't really affect her at all, act like she didn't just say all the things she said, act like she didn't just make McCullough beg and plead and fucking _come_ on her fingers – how she can just go sit there on her bed, take up much the same position on the bed as she had when McCullough first entered her cell.

She doesn't understand it, and there is a part of her that is silently panicking, twisting sickly over what she _did_ , what she _gave up_ , twisting sickly over the knowledge that whatever power - whatever _illusion_ of power - she could still maintain when she walked into Carol's cell to sweep it, earlier today, she has given it all away now - she has given it away out of her own free will and she will never be able to have it back, at least not with Carol. Carol will always know exactly how McCullough begged and pleaded and how much she _wanted_ it, Carol will always have the upper hand just with that knowledge and McCullough is not sure whether that makes her feel relieved or just terrified.

McCullough pulls up her pants, fumbles with the clasp of her bra, trying to get the damn thing back in position again, trying to get herself, her appearance, back in order again, but she knows she must look a mess – that there is nothing she can possibly do to _not_ look a mess, right now. She just hopes to hell Luschek and Stefanovic will _stay_ in the damn break room with their weed, not choose the most inappropriate moment possible to leave it.

Carol regards her from over at her bed, something almost amused in her expression, even as she takes out a lollipop and starts unwrapping it from its wrapping.

“So why did you have Hellman fired?” Carol says.

McCullough pauses in the act of trying to pull her hair back into some kind of knot – because whatever she was expecting, right now, that question was certainly _not_ it, and it makes a bell of warning ring, somewhere deep inside her.

“Because he was an asshole”, she replies, quietly.

“Mm”, Carol agrees, “he was. But he was useful to me.”

McCullough bites her lip, not sure of what she should say – wondering if there is any way she can explain why she did what she did that would make sense to Carol, wondering why Carol is asking her about this now, _now_ when she is feeling so vulnerable and completely, fully out of her depth, and Carol must _know_ that –

“How about you?” Carol says. “Could you be useful to me?”

McCullough feels doused with cold water, suddenly – and yet, _shit_ , she _knew_ it – Didn't she always know it? Didn't she know, from the moment Carol looked straight through her and grabbed her wrist?

“Is that why... why you seduced me?” she says, hating how her voice shakes.

“No”, Carol says calmly, and pops the lollipop into her mouth. “I seduced you because I liked the idea of fucking a guard. And because I wanted to see how far I could push you. Still. It's not like you'll be complaining about any contraband next time you search my cell, hm?”

_Fuck._ This isn't _fair_ – it's not fair of Carol to do that to her, to press her into making any kind of promise about something like that, especially not _now_ , not with McCullough's body still echoing with the memory of what Carol made her _do_ –

_Fuck._ She supposes she won't, at that. Just trying to _imagine_ going through Carol's cell, again, Carol watching her like Carol watches her now, eyes filled with knowledge of what she made her do, how she made her _sound -_ going through Carol's cell and finding, maybe, something, and calling her out on it – no, who is she _kidding?_

Of course she's not going to be doing anything of the sort, promise or no promise.

McCullough leans on the wall behind her. “No”, she says, only almost a defeat. “I suppose I won't...”

And why the fuck _should_ she, she feels abruptly. What does she owe this piece of shit place, anyway? What does she owe the people who make her live through a _riot_ and then pretend they're _thanking_ her by giving her a job in the Max facility after Minimum security _burns down_ during that riot? People who give her the bare minimum of trauma counseling with a therapist who is obviously more interested in signing her off as _okay_ than listening to what she has to say, people who seem to feel like she's causing them _trouble_ when she reports the gross misconduct of a colleague – and who don't even pay her a _proper fucking salary?!_

“Mm”, Carol says. “And if you're prepared to do _that_ for me... Maybe you'd be prepared to do some other things, as well.”

McCullough stands still against the wall, her heart beating, beating, and her life is a razor's edge, it always has been, she knows it and she knows she will only need the smallest push and she will fall, she will fall or she will fly, and she doesn't know which, and she wonders whether there's a difference.

Carol sighs, an exhalation of breath that is more impatient than cruel. “I'm offering you a deal here”, she says. “I'm not expecting you do anything for free. I paid Hellman for what he did for me, I'll pay you too. And it doesn't need to be anything too difficult”, Carol concedes, her voice softening a fraction. “Mostly, I just need you to... look the other way, when I tell you to.”

McCullough draws air into her lungs, and lets it out again, slowly. Look the other way, like she has done her entire fucking life, and she owes this place _nothing._

“I'm sick of looking away”, she hears herself saying. “What else did he do for you? Smuggle in drugs? I can do that.”

Carol lifts an eyebrow. “You want to smuggle in drugs for me?” she says, and when McCullough nods, she laughs. “Okay”, Carol says. “You can do that.”

McCullough nods again, not quite believing what she has just agreed to – what she has just _offered_ , out of her own free will – and yet there is something burning in the vicinity of her chest, some spark of _rebellion._ “And if there is anything else I can do for you, you let me know.”

Carol smiles, a cruel triumphant smile. “Okay”, she says again. “Sounds like we've got ourselves a deal, then.”

A sense of rebellion, burning in her chest – a sense of victory, of having finally found a way to beat the impossible odds, a sense of seeing light at the end of that dark cave.

A sense of doom, of defeat - the knowledge that she has been played, that the lights she sees is nothing but the headlights of an approaching train.

Both, simultaneously, and McCullough doesn't know which one is real.

*

“Is this... real?” McCullough will ask Carol, much, much later.

Much, much later, when they are in Carol's bed together. When McCullough has brought in drugs for months, when McCullough has arranged transfers for two inmates because Carol told her so, when McCullough has looked away, more times than she can count.

When Carol has fucked her enough times, good and deep and through, that McCullough has almost managed to fool herself into thinking it might be something else, might _mean_ something more.

Might be real.

“Are you fucking kidding me?” Carol will snort, almost disgusted. “This will _never_ be real. Not in the way you mean.”

And that will not be, of course, the answer McCullough has hoped for.

Not the comforting lie she wanted.

But it is, also, in the end, a truth that will make her feel much better than the lie ever would.


End file.
